Non-Disclosure Agreement
D³ | Degrees. Deeds. Disappointments. · Effective: January 1, 2025 · Governing Law: Texas
"What is shared in the building stays in the building. What is built here belongs here."
1. Parties
This Non-Disclosure Agreement ("Agreement") is entered into between D³ | Degrees. Deeds. Disappointments., a media brand owned and operated by Tina Darae ("D³," "we," "us," or "our"), and any individual, entity, contributor, talent, guest, partner, or vendor ("Receiving Party") who accesses, receives, or is exposed to Confidential Information in connection with any D³ project, production, collaboration, or business relationship.
2. Purpose
The purpose of this Agreement is to protect the confidential and proprietary information of D³ that may be disclosed to the Receiving Party in connection with discussions, negotiations, collaborations, content creation, media production, business development, or any other engagement with D³ or its affiliated brands, platforms, and properties, including but not limited to D³ TV, D³ Radio, D³ Podcast, D³ Originals, D³ Publishing, D³ Gives Back, myBreastie, Quantivra, and Tax Intelligence.
3. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by D³ to the Receiving Party, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business strategies, plans, and financial projections; unreleased content, scripts, show concepts, episode outlines, and production materials; talent agreements, contributor arrangements, and casting decisions; technology, software, product roadmaps, and proprietary systems; donor, sponsor, and partner relationships and terms; personal information about Tina Darae, D³ staff, talent, guests, or community members; marketing strategies, campaign plans, and audience data; and any information shared in confidence during meetings, recordings, or correspondence.
4. Obligations of the Receiving Party
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of D³; (b) use the Confidential Information solely for the purpose of the engagement with D³ and for no other purpose; (c) limit access to Confidential Information to those of its employees, agents, or representatives who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement; (d) promptly notify D³ upon discovery of any unauthorized use or disclosure of Confidential Information; (e) not copy, reproduce, reverse engineer, or create derivative works from any Confidential Information without express written permission from D³.
5. Exclusions
The obligations of this Agreement do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure by D³, as evidenced by written records; (c) is independently developed by the Receiving Party without use of or reference to D³'s Confidential Information; (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives D³ prompt written notice and cooperates with D³ in seeking a protective order.
6. Term
This Agreement shall remain in effect for a period of three (3) years from the date of disclosure of the applicable Confidential Information, unless otherwise agreed in writing. Obligations with respect to trade secrets shall survive indefinitely.
7. Return or Destruction of Information
Upon request by D³ or upon termination of the engagement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, and summaries, and shall certify such destruction or return in writing upon request.
8. No License
Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, intellectual property, or proprietary rights of D³. All Confidential Information remains the exclusive property of D³.
9. No Warranty
D³ makes no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of any Confidential Information disclosed under this Agreement.
10. Remedies
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to D³ for which monetary damages would be an inadequate remedy. Accordingly, D³ shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting a bond or other security.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Texas.
12. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. This Agreement may not be amended except by a written instrument signed by both parties.
13. Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
14. Contact
For questions regarding this Agreement or to request a signed NDA for a specific engagement, please contact D³ | Degrees. Deeds. Disappointments. at [email protected] or dtothe3.com.
This Non-Disclosure Agreement is a standard template and does not constitute legal advice. For project-specific NDAs requiring signatures, please contact [email protected].